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| MPB > SEC Filings for MPB > Form 8-K on 7-Jan-2013 | All Recent SEC Filings |
7-Jan-2013
Unregistered Sale of Equity Securities, Financial Statements and Exhibits
On September 26, 2012, Mid Penn commenced the sale of up to 5,000 shares of 7% Non-Cumulative, Non-Voting, Non-Convertible Perpetual Preferred Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), at $1,000 per share for a maximum aggregate offering price of $5,000,000 (the "Offering"). There is no minimum offering amount but, unless waived by the Company in its sole discretion, there is a minimum purchase requirement of 50 shares for $50,000. Funds accompanying subscription agreements for the purchase of the shares were placed in an escrow account at Mid Penn Bank until the conditions for release of subscribers' funds from the escrow account to Mid Penn had been met in accordance with terms and conditions of the escrow account agreement between Mid Penn and Mid Penn Bank.
On January 3, 2013, Mid Penn sold the final 120 shares of Series B Preferred Stock for $120,000, and therefore, all 5,000 shares have been sold for a total aggregate amount of $5,000,000 and the offering is concluded.
The shares of Series B Preferred Stock are being offered pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of SEC Regulation D to Accredited Investors and up to 35 non-Accredited Investors who (either alone or with their purchaser representative) have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the offering. The shares of Series B Preferred Stock sold in the Offering will be restricted securities for purposes of the United States securities laws and cannot be transferred except under these laws.
The Certificate of Designations of the Series B Preferred Stock is attached hereto as Exhibit 3.1.
(d) Exhibits
3.1 Certificate of Designations for Series B Preferred Stock (Incorporated by reference to Mid Penn Bancorp, Inc.'s Current Report on Form 8-K dated September 26, 2012 and filed on September 28, 2012.)
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